AMENDED & RESTATED BYLAWS OF THE INTERNATIONAL ASSOCIATION DRILLING CONTRACTORS. (As originally adopted and subsequently amended and restated)

AMENDED & RESTATED BYLAWS OF THE INTERNATIONAL ASSOCIATION OF DRILLING CONTRACTORS (As originally adopted and subsequently amended and restated) ARTICLE I The name of this Corporation, as specified in its Certificate of Incorporation, shall be INTERNATIONAL ASSOCIATION OF DRILLING CONTRACTORS, hereinafter referred to as IADC or the Corporation. ARTICLE II The objects of the Corporation shall be those expressed in its Certificate of Incorporation. ARTICLE III Membership Section 1. Membership in IADC shall consist of five (5) classes: (1) Drilling Contractor Members, (2) Well Servicing Members; (3) Associate 1

Members, (4) Exploration and Production Company Members, and (5) Honorary Members, in each case as hereinafter defined. (a) Drilling Contractor Members shall include organizations engaged directly in the business of owning and operating drilling rigs. (b) Well Servicing Members shall include organizations engaged exclusively in the business of owning and operating equipment for the servicing of oil and gas wells. (c) Associate Members shall include those companies or groups which may be directly interested in the oil and gas industry as manufacturers or suppliers of equipment, materials or services to drilling or well servicing organizations or which may be actively engaged in furtherance of contract drilling or well servicing through education. (c) Exploration and Production Company Members shall include any exploration and production companies, regardless of whether they own drilling or well servicing equipment. (d) Honorary Members shall be the individuals elected by the Board of Directors to honorary membership in IADC in recognition of their role in the progress and development of the oil and gas industry or on account of their accomplishments in national or international affairs. Well Servicing Members, Associate Members and Exploration and Production Company Members shall have the same rights, privileges and duties as Drilling 2

Contractor Members, except (1) they shall not be entitled to serve as members of the Board of Directors or as officers or to vote for the election of members of the Board of Directors or officers; (2) they shall not be entitled to serve as members of the Executive Committee (as hereinafter defined), except for the position of Division Vice President Drilling Services; (3) their representatives may not hold officer-level positions (except for the position of Division Vice President Drilling Services); and (4) as otherwise provided in these Bylaws. Honorary Members shall have any privileges approved by the Board of Directors, and their memberships shall be for life unless otherwise determined by the Board of Directors. Companies or individuals designated as Drilling Contractor Members, Well Servicing Members, Associate Members, Exploration and Production Company Members or Honorary Members may be organized or domiciled in, or citizens of, any jurisdiction, subject to applicable law. Section 2. The dues of, and criteria for, all classes of membership of IADC shall be set by the Board of Directors. All annual dues shall be payable on the first (1 st ) day of January of each calendar year. A member whose annual dues are in arrears more than three (3) months may forfeit membership in IADC, whereupon any rights and privileges of membership shall immediately cease. Section 3. Any member of IADC may be expelled for conduct unbecoming of, or injurious to, the industry, as determined by the Executive Committee, after (1) recommendation of expulsion is made by any five (5) members of the Board of Directors acting jointly; (2) the member in question shall have had a reasonable opportunity to appear before the Executive Committee to 3

argue for maintaining his, her or its status as a member, on no less than thirty (30) days written notice to such member s address on the registry of IADC; and (3) a two-thirds (2/3) vote of all disinterested Directors (as hereinafter defined) present at a duly convened meeting of the Board. ARTICLE IV Affiliated Associations Section 1. IADC may authorize the affiliation of another association, having the same general aims and purposes as IADC, which is lawfully organized and domiciled within any jurisdiction, provided such organization meets all the terms and conditions of this Article (an Affiliated Association ). Section 2. In order for an Affiliated Association to be eligible for affiliation with IADC, all Drilling Contractor Members of such Affiliated Association must be eligible for membership in IADC; further, at least fifty (50) percent of the Drilling Contractor Members in such Affiliated Association must also be members of IADC in good standing. Section 3. Each Affiliated Association may designate one person to serve as a representative to IADC. Section 4. Each Affiliated Association shall be permitted to indicate its affiliation with IADC on letterheads, bulletins, manuals or other materials and so hold themselves out to the public generally; provided, however, it shall incur no obligations, by contract, law or otherwise, for IADC and shall take no action that purports to be binding upon or on behalf of IADC without the prior written consent of the Chairman (as hereinafter defined). 4

Section 5. As amended and restated on November 3, 2016 No Affiliated Association shall take any action contrary to the laws applicable to it and IADC. ARTICLE V International Headquarters; Fiscal Year Section 1. The principal office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware, and the name of the resident agent in charge thereof is the Corporation Trust Company. Section 2. The Corporation shall also have an office in the City of Houston, State of Texas (the International Headquarters ). IADC may also have offices at such other places as the Executive Committee may from time to time determine. The President (as defined below) shall maintain his or her primary office at the International Headquarters unless otherwise directed by the Executive Committee. Further, IADC may keep the books and records of the Corporation outside of Delaware at the International Headquarters. Section 3. The fiscal year shall be from January 1 to December 31, inclusive. ARTICLE VI Meetings of Members Section 1. IADC shall hold a regular Annual General Meeting for its members (the Annual General Meeting ), for the purposes of electing individuals ( Directors ) to serve on the Board of Directors and transacting such other 5

business as may properly come before such meeting. Notice, stating the time and place fixed for holding such Annual General Meeting, shall be published on the IADC website not less than thirty (30) days prior to the date set of such meeting. Failure to give such notice, or any irregularity in the receipt of said notice, shall not affect the validity of any Annual General Meeting or of any proceedings or action taken at any such meeting. Section 2. A quorum shall be established at any Annual General Meeting at which any Drilling Contractor Members are represented. ARTICLE VII Board of Directors Section 1. The Executive Committee shall recommend the size of the Board of Directors, for approval by the Board of Directors in advance of each Annual General Meeting. Except with respect to the Division Vice President Drilling Services, each Director shall be an employee of a Drilling Contractor Member nominated to the Board of Directors by a Drilling Contractor Member in good standing of IADC and elected by the then standing Board of Directors at the Annual General Meeting. Each Director shall be elected for a term expiring at the next Annual General Meeting and may be re-elected if nominated and elected in accordance with the preceding sentence. Section 2. Vacancies arising on the Board of Directors, whether by death, disability or resignation, may be filled, at its sole discretion, by the 6

Executive Committee, and in all cases the newly appointed Director shall serve until the next Annual General Meeting. Section 3. The first meeting of each new Board of Directors shall be held immediately following the election of such new Directors at the Annual General Meeting. The other regular meetings of the Board of Directors may be held as determined by request of a majority of Directors. Special meetings of the Board may be called by the Chairman whenever, in his or her opinion, such meetings are necessary, and must be called by the Chairman if requested in writing by Directors representing at least seven (7) Drilling Contractor Members. Reasonable notice of the time and place of each regular or special meeting must be given by the Chairman to each Director. Section 4. A majority of the Directors present at any meeting shall constitute a quorum. Except as otherwise specifically provided in the Certificate of Incorporation or in these Bylaws, the action of a majority of directors present at any meeting at which a quorum has been established shall bind IADC. Section 5. Directors, as such, shall not receive any compensation for their services in IADC, provided that nothing herein contained shall be construed to preclude any Director from serving IADC in any other capacity and receiving such compensation as may be provided therefor. Section 6. All actions taken by the Executive Committee since the last meeting of the Board of Directors shall be subject to approval or ratification, as the case may be, by the Board of Directors at the next meeting of the Board of Directors. 7

ARTICLE VIII Officers As amended and restated on November 3, 2016 Section 1. Officers of IADC shall be nominated by the Executive Committee and elected annually by the Board of Directors. Officers shall consist of: (a) (b) a Chairman of the Board of Directors (the Chairman ); an Immediate Past Chairman of the Board of Directors (the Immediate Past Chairman ); (c) (d) (e) (f) (g) a Vice Chairman of the Board of Directors (the Vice Chairman ); a President (the President ); a Secretary; a Treasurer; and at least four (4) Division Vice Presidents North America Onshore, Offshore, International Onshore and Drilling Services with any other Vice President positions to be created by the Executive Committee and elected by the Board of Directors. Section 2. The following restrictions apply to the election of officers: (a) All officers, except the President and Division Vice President Drilling Services, shall be chosen from among the Drilling Contractor Members. The President may be chosen from outside the IADC membership. The Division Vice President Drilling Services may be chosen from among Drilling Contractor Members, Well Servicing Members or Associate Members. 8

(b) As amended and restated on November 3, 2016 The officer position of Chairman should, if possible, rotate between Drilling Contractor Members engaged primarily in drilling on land and Drilling Contractor Members engaged primarily in drilling offshore, such that in no two consecutive terms shall a representative of either type of member serve as Chairman, unless approved otherwise by the Board of Directors. (c) Only the offices of Secretary and Treasurer may be occupied by the same individual. Section 3. All officers of IADC shall take office and be duly qualified on January 1 and serve through December 31 of each calendar year, provided that they may be re-elected by the Board of Directors, except in the case of the Chairman, as set forth in Section 2(b) of this Article VIII. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors following recommendation of such removal by the Executive Committee. Section 4. Officers shall serve as such without compensation, with the exception of the President, who shall receive such compensation as may be determined by the Executive Committee. Section 5. The duties of the Chairman shall be: (1) to preside at all Annual General Meetings, Special Meetings and meetings of the Board of Directors; (2) to approve or appoint the Chairs and Vice Chairs of all Standing Committees, in accordance with Article XI; (3) to represent IADC, at his or her discretion, in any hearing or legislation affecting the oil and gas industry or the 9

drilling and/or servicing industry; and (4) to perform other such duties as will further the aims and activities of IADC, or as designated by the Board of Directors. The Chairman shall have the authority to delegate such responsibilities and duties as he may deem advisable to the Vice Chairman, the President, and to other officers or Directors. Section 6. The duties of the Vice Chairman of the Board of Directors shall be: (1) to perform the duties of Chairman in the event of temporary disability or absence of the Chairman; and (2) to perform such duties as the Chairman and Board of Directors may assign. Section 7. The President shall: (1) perform such duties as may be required to expedite and carry out the aims and activities of IADC; (2) serve as the chief executive officer of IADC s staff of employees; and (3) direct and supervise the deposit and disbursement of IADC s funds. The President may delegate to various members of IADC s staff all or any part of the duties assigned to him or her. Section 8. The Secretary shall: (1) be custodian of IADC s corporate seal; (2) sign in the name of IADC all contracts authorized by the Executive Committee, and, when so ordered by the Executive Committee, affix the seal of IADC thereto; (3) prepare and keep minutes (or arrange for the preparation and keeping of minutes) of each meeting of the Board of Directors and the Executive Committee; (4) ensure the maintenance of IADC s other records; and (5) perform such other duties as are usually pertinent to this office, or as may be required of him or her by the Board of Directors or the Executive Committee. 10

Section 9. The Treasurer shall be a qualified individual and shall: (1) present a statement of IADC s financial position at meetings of the Board of Directors, and at other times upon request of the Board of Directors; (2) advise the President with respect to the deposit and disbursement of IADC s funds; and (3) perform such other duties as are usually pertinent to this office, or may be required by the Board of Directors. Subject to the approval of the Executive Committee, the Treasurer of IADC shall designate from time to time such persons who shall be authorized to make and execute checks, drafts or other withdrawals of funds on deposit in the name of IADC; provided, however, that the signature of two such authorized persons must be required upon any single check, draft or withdrawal of any amount in excess of $1,000.00 (or the local equivalent). All persons authorized to execute checks, drafts or other withdrawals shall be bonded under terms of a Commercial Blanket Bond issued to IADC by a Corporate Surety with an aggregate principal sum of at least $100,000.00. The cost of such bond shall be paid by IADC. All formal resolutions and forms as may be required for such authorization by the depositories of IADC funds may be made and executed by the Chairman and the Treasurer of IADC as though the same were submitted to the Board of Directors for approval. Section 10. The duties of the Division Vice Presidents are to: (1) in the event of the temporary disability or absence of the Chairman and Vice Chairman, perform the duties of those offices in the order of their designations in Section 1, Article VIII (except that in no case shall the Division Vice President-Drilling 11

Services perform the duties of the Chairman or Vice Chairman); (2) work with IADC staff to recruit members to IADC; (3) inform IADC officers, staff, the Board of Directors, and/or Standing Committees of developments and events in their respective areas, which may warrant study and action by the officers, staff, the Board of Directors, and/or Standing Committees; and (4) chair meetings of their respective advisory panels. In addition, Division Vice Presidents may organize committees, including Standing Committees, within their respective area of operations to respond to membership and industry needs and to coordinate committee activities with staff and committee leaders and members. Section 11. Each Director or officer of IADC and any person serving at its request as a Director or officer of another corporation, partnership, joint venture, trust or other enterprise shall be indemnified, held harmless and defended by IADC to the fullest extent now or hereafter permitted by law in connection with any threatened, pending or completed action, suit or proceeding (including civil, criminal, administrative or investigative proceedings) arising out of or in connection with their services to IADC or to another corporation, partnership, joint venture, trust or other enterprise at IADC s request. The provisions of this Section 11 shall be applicable to all such actions, suits or proceedings, whether arising from acts or omissions occurring before or after the adoption hereof. The right of indemnification herein provided for shall not be exclusive of any other right to which any director or officer or other person may now or hereafter be entitled under any statute, by-law, agreement, vote of disinterested directors or otherwise, shall continue as to a person who has 12

ceased to be such director or officer and shall inure to the benefit of the heirs, executors and administrators of such director, officer or other person. ARTICLE IX Executive Committee Section 1. The Executive Committee of the Board of Directors (the Executive Committee ) shall be a standing committee of the Board of Directors and shall: (1) manage the property and business of IADC; (2) oversee management of IADC s Operating Reserve Fund, in accordance with the Operating Reserve Policy; (3) continuously review, study and examine the objectives, structure, administration and operation of IADC; (4) review an annual budget and, in addition, review all requests for funds and appropriations and report its recommendations with respect thereto to the Board of Directors; (5) oversee the employment and compensation of the President; and (6) exercise all such powers of IADC and do all such lawful acts and things as are permitted in these Bylaws and are not by law, the Certificate of Incorporation or these Bylaws reserved exclusively for the members of IADC. Section 2. The Executive Committee shall consist of up to twenty-one (21) Directors, consisting of the following individuals: (a) The immediate past Chairman (the Immediate Past Chairman ), who shall serve as Chair of the Executive Committee; (b) The Chairman; (c) The Vice Chairman; 13

(d) The Secretary-Treasurer (and, if the offices of Secretary and Treasurer are not occupied by the same individual, then both officers shall serve on the Executive Committee); (e) Twelve (12) Directors elected in accordance with Section 6 of this Article IX ( At-Large Members ); and (f) The four (4) Division Vice Presidents set forth in Section 1 of Article VIII. Section 3. The Executive Committee shall be organized into three (3) classes, as follows: (a) Class 1, consisting of the Chairman, the Vice Chairman, the Immediate Past Chairman, and the Secretary-Treasurer (or, if the offices of Secretary and Treasurer are not occupied by the same individual, then both officers shall serve in this Class 1); (b) Class 2, consisting of twelve (12) At-Large Members: comprising three (3) ranks of four (4) At-Large Members in each rank; (c) Class 3, consisting of the four (4) aforementioned Division Vice Presidents. In no case shall two (2) or more At-Large Members represent the same Drilling Contractor Member. Further, in no case shall the Division Vice President Drilling Services have voting rights as a member of the Executive Committee, unless such office is occupied by a Drilling Contractor Member. Section 4. Directors on the Executive Committee shall serve for the following terms: 14

(a) Directors in Class 1 shall serve one-year terms; (b) Directors in each Class 2 rank shall serve three-year terms, with each Rank s initial appointment schedules staggered progressively, so that each year as one rank s term in office expires a new rank is appointed; and (c) Directors in Class 3 shall serve for two (2) years, on a schedule adopted by resolution of the Office of the Chair (as hereinafter defined). Section 5. Vacancies on the Executive Committee shall be filled by individuals recommended by the President, nominated by the Office of the Chair and approved by the Executive Committee. Such newly appointed members of the Executive Committee shall serve no more than the remainder of the term of the Director who vacated the position. Section 6. As each Director s term on the Executive Committee expires, the resulting vacancies shall be nominated by the newly elected Chairman, subject to the approval of the Office of the Chair, and approved by the Executive Committee. Section 7. In the event any member of the Executive Committee ceases active affiliation with a Drilling Contractor Member or changes active affiliation from one Drilling Contractor Member to another (other than in the case of a change in control), he or she shall tender his or her resignation, which may be accepted or rejected by the disinterested members of the Executive Committee, in their sole discretion. 15

Section 8. As amended and restated on November 3, 2016 A majority of the Directors then serving on the Executive Committee present at a meeting of the Executive Committee shall constitute a quorum, provided that at least one of the members present at the meeting is a member of the Office of the Chair. Section 9. The Executive Committee shall meet at least three (3) times each calendar year. Section 10. Advisory Panels will be formed to evaluate issues affecting members and report to the Executive Committee for consideration and action. The following Advisory Panels will be created: (a) North America Onshore Advisory Panel; (b) Offshore Advisory Panel; (c) International Onshore Advisory Panel; and (d) Drilling Services Advisory Panel. Unless otherwise designated by the Executive Committee, Advisory Panels will not have decision-making authority and will carry forward any recommendations for decision to the Executive Committee. In no case shall a member who is not in good standing with IADC serve on an Advisory Panel. Section 11. The Executive Committee shall have the exclusive authority to remove any Director from the Board of Directors for cause, as determined by the Executive Committee in its sole discretion. 16

ARTICLE X Office of the Chair The Immediate Past Chairman, the Chairman and the Vice Chairman shall constitute the Office of the Chair and shall have the authorities set forth in these Bylaws and any authorities delegated to them by action of the Executive Committee. ARTICLE XI Other Committees Section 1. The Board of Directors shall authorize the establishment of such other standing committees ( Standing Committees ) as it deems necessary and desirable to efficiently carry out the functions and objectives of IADC. The Board of Directors, by resolution, may create, dissolve, increase, decrease, realign, combine or rename Standing Committees. Divisional Committees may be formed and dissolved under the direction of the Division Vice President, as the need arises. The Board of Directors shall prescribe the functions and responsibilities of each Standing Committee, and the Division Vice President shall prescribe the functions and responsibilities of Division Committees. Section 2. Committee Chairs and Vice Chairs for each Standing Committee shall be appointed or removed with the approval of the Office of the Chair, and Committee Chairs and Vice Chairs for each Division Committee shall be appointed or removed with the concurrence of the Division Vice President sponsoring such Committee. Unless approved otherwise by the Office of the 17

Chair, the Chairs and Vice Chairs of Standing Committees shall be representatives of Drilling Contractor Members. Appointments as Chairs and Vice Chairs of each Standing Committee shall extend from January 1 to December 31 of each calendar year, and Chairs and Vice Chairs may be reappointed to serve multiple terms, consecutive or otherwise. Section 3. The size of a Standing Committee or a Division Committee shall not be fixed but shall vary in accordance with the responsibilities and duties of the committee. Section 4. The Chair of each Standing Committee or Division Committee shall have authority to appoint subcommittees and/or study groups from among the members of the committee for the purpose of conducting special studies or investigations as may be assigned to them. Section 5. The Chair of each Standing Committee shall report on the activities and programs of the committee and subcommittees at each meeting of the Board of Directors. Whenever the functions and activities of Standing Committees require the expenditure of funds not included in IADC s annual budget, the Chair of the Standing Committee must present the Committee s request to the Executive Committee. Section 6 The Chairman and/or Board of Directors may create such other committees as are deemed necessary to handle special assignments, projects and programs. 18

ARTICLE XII Chapters As amended and restated on November 3, 2016 Section 1. A Chapter may be organized from the membership of IADC in areas or regions as may be approved by the Office of the Chair. Each Chapter shall carry out the purpose of IADC and take no action inconsistent with those purposes. Further, in no event shall any Chapter be authorized to bind or otherwise obligate IADC in any way. The Bylaws of each Chapter shall be subject to the prior approval of the Executive Committee. Any Chapter may be dissolved in the sole discretion of the Executive Committee. Section 2. Each Chapter shall elect chapter officers including, without limitation, a Chair, Vice Chair, Treasurer and Secretary. After such election the Secretary of the Chapter shall file at the International Headquarters a list setting forth the names of such officers and members of the Chapter. Section 3. It shall be the duty of each Chapter to carry out the purposes and business of IADC as they apply to local conditions and to hold local meetings of the Chapter. Section 4. Chapters shall prescribe the time and place of these meetings, the procedure to be followed therein, and members at such meetings may enact such rules for their region as are consistent with the Certificate of Incorporation and Bylaws of IADC. Section 5. The Secretary of the Chapter shall report to IADC promptly after each meeting, setting forth matters discussed, committees appointed, action taken and other matters transpiring at any such meeting. 19

Section 6. As amended and restated on November 3, 2016 A Student Chapter may be organized from an established and accredited university of higher learning as may be approved by the Office of the Chair. Each Student Chapter shall carry out the purpose of IADC, shall take no action inconsistent with those purposes and shall represent IADC with the highest standards of professionalism and dignity. Further, in no event shall any Student Chapter be authorized to bind or otherwise obligate IADC in any way. The Bylaws of each Student Chapter shall be subject to the prior approval of the Executive Committee. Any Student Chapter may be dissolved in the sole discretion of the Executive Committee. Online or distance learning institutions may not be considered for a Student Chapter. Section 7. Each Student Chapter shall elect chapter officers including, without limitation, a Student Co-Chair, Vice Chair, Treasurer and Secretary. After such election the Secretary of the Student Chapter shall file at the International Headquarters a list setting forth the names of such officers and members of the Student Chapter. The Student Chapter shall also agree and name a member of the university faculty to serve as Co-Chair in tandem with the Student Co-Chair. Section 8. It shall be the duty of each Student Chapter to carry out the purposes and business of IADC as they apply to local conditions and to hold local meetings of the Student Chapter. Section 9. Student Chapters shall prescribe the time and place of these meetings and the procedure to be followed therein, and members at such 20

meetings may enact such rules for their Student Chapter as are consistent with the Certificate of Incorporation and Bylaws of IADC. Section 10. The Secretary of the Student Chapter shall report to IADC promptly after each meeting, setting forth matters discussed, committees appointed, action taken and other matters transpiring at any such meeting. ARTICLE XIII Corporate Seal The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization, and the words Corporate Seal Delaware. Said seal may be used by causing it or a facsimile thereof to be impressed, or affixed or reproduced, or otherwise. ARTICLE XIV Amendments The Board of Directors, by a vote of at least seventy-five percent (75%) of the Directors present at a regular or special meeting of the Board at which a quorum is present, shall have the power to make, amend and repeal the Bylaws of IADC. 21

ARTICLE XV Conducting Meetings As amended and restated on November 3, 2016 Section 1. Any meeting of IADC including meetings (regular or special) of the Board of Directors, the Executive Committee, Standing Committees, as well as the Annual General Meeting and any Special Meeting may, in the sole discretion of the chair of the meeting, be held telephonically, provided that each participant to whom notice is owed can hear the other participants and can be heard by the other participants. A participant in such a telephonic meeting is deemed present for all purposes under these Bylaws. Section 2. The order of business at all meetings of the Board of Directors shall be determined by the Chairman and shall include: (a) Roll Call. (b) Reports of Officers, Standing Committees or Special Committees. (c) Consideration of, and action upon, items on the official Agenda of the meeting. (d) General Business. Section 3. Robert s Rules of Order shall govern the deliberations at all meetings, except as provided otherwise in the Certificate of Incorporation or these Bylaws. 22